ASIA CORPORATE CAPABILITY

Index

Overview 1

Why Choose Us? 2

Recent Significant Corporate Transactions 3

Asia Corporate Practice 5

Members of our Asia Corporate Team 6

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OverviewAddleshaw Goddard’s global corporate practice offers an impressive track record of leading expertise.

We pride ourselves on dealing innovatively and bringing commercial acumen to every transaction. Our partners and fee

earners have geographic, sector and market expertise, and we regularly manage and transact multi-jurisdictional deals.

► our practice has significant experience in international mergers and acquisitions (both public and private), disposals, joint

ventures, foreign direct investment, reconstructions, private equity and both public and private fund raising and other forms

of equity and debt financing. We have a leading reputation in private equity and have strong relationships with many

leading equity houses

► our corporate practice is supported by our leading expertise in the key legal practice areas that support corporate and

M&A work, including labour and employment, employee benefits, real estate, intellectual property, litigation, antitrust and

competition, insurance and government affairs, amongst others

Addleshaw Goddard is a full service law firm with over 177 partners and more than 650 other fee earners. It has offices

located in London, Hong Kong, Singapore, Leeds, Manchester, Doha, Dubai and Muscat and a network of alliance and

preferred firms covering all major jurisdictions and regions.

We have particular experience and expertise in the financial services, capital markets, real estate, retail, mining and energy,

food and drink and consumer goods sectors.

The breadth and quality of our practice areas

► 41 practice areas are ranked in the top tier across the UK (Legal 500 2014)

► 34 practice areas ranked in the top tier across the UK (Chambers UK 2015)

► Hong Kong Corporate group ranked in the Legal 500 Asia Pacific 2015

► Oman Banking & Finance team ranked in Top Tier of Legal 500 2015

► Qatar office ranked in Legal 500 2015

The calibre of our lawyers and service

► FT Innovative Lawyers 2013: ranked 5th most innovative law firm in Europe and shortlisted for an Innovation Award in

seven categories - the top ranking of any firm

► Winner of the Most Innovative Client Service Award for our Future Leaders Programme in the Managing Partners'

Forum Awards 2014

► The Times Top 50 Employers for Women 2014 – ranked for the eighth time

Our client base

We are key advisors to a large number of public and private sector organisations including:

► Over 160 financial institutions, including HSBC, Standard Chartered, Barclays, Santander, Deutsche Bank, Bank

Muscat, National Bank of Oman as examples

► large numbers of FTSE 100 and 250 companies, including Associated British Foods, Aviva, British Airways, BP,

Diageo, GlaxoSmithKline, Hammerson, PZ Cussons, Sainsbury's, Travelodge and United Utilities

► various public bodies, including Ofwat, Department of Health, Home Office, Ministry of Defence , numerous NHS

Trusts, and many local authorities

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Why Choose Us?We believe that we can deliver our services to you in a manner which is different from our competitors in the following ways:

► partner-led. We believe in a genuine partner-led approach and in a deal where we are providing personal advice to a

management team, we think it is critical that the partner leading your transaction should do just that – leading all of the key

negotiations on your behalf and being there throughout at the heart of the team

► relationship. We believe that there must be a relationship between adviser and client where each party knows each other

and is comfortable working with the other. We will work closely with you from day one to ensure we understand your

aspirations, strategies, priorities and concerns

► one business team. Our culture of collaboration, internally and with our clients and their other advisers, allows us to deliver

business-relevant services specifically tailored to your clients’ needs. One of the advantages of having built such a strong

team is that it gives us the ability to run the most complicated transactions and a weight of experience such that we rarely

encounter a problem or issue we haven’t seen before

► experience means we’re ahead of the game. We use our relevant transactional and sector experience proactively to

advise our clients in achieving the optimum commercial position within the confines of a transaction and to ensure that we

are always on the front foot, able to anticipate and deal with issues before they arise

► business advisers. We do not see ourselves purely as providers of legal advice but believe that we are part of a team of

advisers who can offer value at all stages of the transaction. We look to be involved in transactions as much, and as early,

as possible, with a view to ensuring that we can provide the benefit of our transactional expertise and experience at each

stage

► value for money. We are committed to ensuring that our fees will reflect the value of our services to you with no surprises.

Here we can confirm that we will invest in the relationship and happily act on a contingent basis

We think we are different but don’t take our word for it. We will happily give you names of clients you can speak with who have

enjoyed working with us on transactions similar to yours.

A lot of lawyers keep their distance, but these guys roll up their sleeves andpitch in as part of the team. Their commitment and availability istremendous and there’s a no-nonsense down to earth attitude that I reallylike.

JON MORTIMORE, TRAVELODGE

We were very pleased with the team .… so we have nothing other thanpositive things to say about them .… the effort and the hours they put inwere exceptional.

DARREN BRYANT, CARD FACTORY

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Recent Significant Corporate TransactionsThese include:

► advising Royal Vopak and Enagás S.A. on the financing of the $408 million acquisition of the LNG terminal in Altamira,

Mexico from Shell, Total and Mitsui & Co Ltd

► advising the shareholders in Rightmove.co.uk plc on its £425m flotation on the Official List, sponsored by UBS

► advising Lookers on the £492m recommended takeover offer for Reg Vardy

► advising a private equity client on the acquisition of a business which makes cable protection systems for offshore wind

farms

► acting for HSBC on a multi-currency revolving credit facility to a global manufacturer and supplier of respiratory products

involving subsidiaries in 7 jurisdictions

► acting for CIMB Bank on the £100 million funding of Petronas’ acquisition of gas storage capacity in the UK

► advising a leading international consumer products group on all aspects of its business throughout Europe, Asia and

Africa, including international acquisitions, disposals and joint ventures

► acting for Peel Holdings in relation to its recommended offer for Pinewood Studios

► advising Rolls-Royce in relation to a range of corporate deals

► acting for Wolseley on its strategic disposals of Build Center, Electric Center, Encon and Brandon Hire

► acting for the Co-operative Group on the merger of its retail travel agencies with Thomas Cook. The combined group is

now the UK’s biggest high street retail travel agent

► acting for JD Sports Fashion plc in relation to a number of acquisitions

► acting for Lloyds Pharmacy on its acquisition of 80% of health retailer Betterlifehealthcare

► advising Lloyds TSB Development Capital on the £73.5m secondary buy-out of ATP International Group Limited

► advising Close Brothers Private Equity on the sale of BWA Water Additives to United International Bank B.S.C.

► advising 3i and funds managed by 3i on the £100m buy-out of Uponor Corporation’s UK infrastructure unit

► advising management on the £95m secondary MBO of Kurt Geiger Holdings backed by Graphite Capital

► advising Barclays Private Equity and management on the £68.5m secondary buy-out of The Original Factory Shop

► advising 3i, Electra and the management of Freightliner Group on the disposal of their shares in Freightliner Group to

Arcapita

► advising 3i on the £700m public to private of Enterprise plc and subsequent acquisition of Accord Limited

► acting for Moneysupermarket.com on its acquisition of Fin

► acting for Moneysupermarket.com on its acquisition of Financial Services Net Limited

► acting for PZ Cussons in relation to its acquisitions of Sanctuary Spa and St. Tropez and its disposal of its Eastern

European household product brands

► acting for Aviva plc’s in relation to their £87m disposal of the vehicle solutions businesses of RAC plc to VT Group plc. The

vehicle solutions businesses comprise Lex Defence Limited, Lex Defence Management Limited, Lex Transfleet Limited

and RAC Software Solutions Limited

► acting for Graphite Capital on the MBO of Integrity Software

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► acting for ISG Webb Limited, the hardware and software services provider, on its management buy-out

► acting for ECI Partners in relation to its investment in Fourth Hospitality

► advising on the disposal of a UK Premier League football club to an Indian purchaser.

Given the complexities associated with this cross-border transaction from aregulatory perspective, it was essential that our legal team coulddemonstrate a thorough understanding of the regulatory and commercialaspects of the deal with respect to Hong Kong, Australia and mainlandChina. The legal team, led by Brett Stewien, were excellent on all fronts.They understood our strategic and commercial drivers for the transactionand provided a seamless service in a responsive, effective and accessiblemanner. We were confident that they represented our best interests at alltimes and helped us to achieve a successful outcome.

ANDY ZHANG, CHAIRMAN, SINOM INVESTMENTS LIMITED

This was the most complicated completed transaction to date by ARCADISand was similarly reported by our financial advisors,PricewaterhouseCoopers. Brett Stewien and the team worked extremelyhard to keep to the schedule and successfully complete the transaction fourmonths after signing of the Letter of Intent. Brett was critical to the successof this strategically important acquisition for ARCADIS.

CRAIG EISEN, DIRECTOR OF MERGERS AND ACQUISITIONS, ARCADIS

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Asia Corporate PracticeOur Asia corporate practice has significant experience handling all forms of corporate, corporate finance and commercial

transactions throughout the Asia-Pacific region. The team is led by Brett Stewien, a partner of the Hong Kong and Singapore

offices, who has been based in Asia for 15 years. Our team members are fluent in multiple languages, including English,

Mandarin and Cantonese. Our corporate practice includes Rong Fan, a Chinese local Of Counsel.

We regularly act for clients in respect of:

► M&A: acting for both vendors and buyers, both local and international, in respect of both public and private acquisitions

and divestments, including multi jurisdictional deals

► joint ventures: acting for both local and international partners in respect of onshore and offshore joint venture

establishments, restructurings and exits

► foreign direct investment: acting for internationals in respect of their investments and establishments in a wide ranging of

emerging market locations, including Mainland China

► corporate finance: assisting borrowers and lenders on a wide range of finance and lending agreements

► commercial transactions: assisting international companies in respect of their distribution, manufacturing, sales, agency,

franchise, local compliance and other commercial contracts related matters

► capital markets: acting for underwriters and issuers in respect of the Hong Kong main board and secondary market IPOs

and other offerings and ongoing advice

► private equity: acting for funds, investors and investee companies on a broad range of investment and equity structures

Addleshaw Goddard LLP is building its presence in Hong Kong with a focuson PRC corporates and UK businesses investing in China. The team is ‘veryprofessional’, ‘responsive’, ‘commercially savvy’ and ‘possesses excellentlegal skills’. Brett Stewien heads the team.

THE LEGAL 500 ASIA PACIFIC 2015

Our team has handled a number of ground breaking and award–winning transactions across Asia-Pacific, including:

► the China Deal of 2010 - China Law and Practice Awards

► the China M&A Deal of 2011 - Asia M&A Atlas Awards and

► the Cross Border Deal of 2012 - Asia M&A Atlas Awards

Our corporate practice is also ably supported in Asia by a number of experienced partners and their teams, including:

► Nigel Francis, an experienced litigation and employment specialist who has been based in Hong Kong for 24 years

► Jamie Harrison, a senior arbitrator based in Singapore and

► Ivan Chang, who has significant experience in commercial litigation, arbitration, regulatory investigation, data privacy and

cross-border data protection, transfers and restrictions

We have a strong network of preferred firms across Asia-Pacific. We also have strong relationships with accountants and

other advisers across the region which enable us to seamlessly handle and manage transactions and projects in all locations.

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Members of our Asia Corporate Team

Brett Stewien

Partner

+852 2253 3028

b.stewien@aglaw.com

Brett is a partner in our Corporate Group who has a specific focus on pan-Asia M&A. He is a partner in both our Hong Kong

and Singapore office. Brett was first qualified in 1998. He is qualified in Hong Kong, England and Wales and Australia. Brett

has resided in Asia since 2000. Before joining Addleshaw Goddard, he was a partner of the Hong Kong office of another

global law firm.

As part of Brett’s role as a M&A adviser, he also acts for clients in respect of corruption, bribery and sanctions issues arising in

the context of due diligence, M&A, joint venture and investment activity. Brett also has significant experience advising

companies, directors and senior management on corporate governance, companies law, director duties and other compliance

issues. Brett regularly speaks at seminars and conferences in regards to M&A, due diligence, corporate governance and

corrupt practices issues.

Before joining Addleshaw Goddard, Brett was responsible for advising the following clients on significant transactions in Asia:

Financial services/insurance

► a mainland Chinese insurance conglomerate on its acquisition of interests in a major mainland Chinese Bank for over USD

3 billion

► an international real estate group on its acquisition of a Greater China financial valuations business

Engineering

► a listed international consultancy, design, engineering and management services company on its acquisition of Asia’s

largest cost and project management consultancy, with offices in more than ten locations, including Indonesia, Malaysia,

Brunei, Vietnam, Singapore, Hong Kong, the Philippines, India, South Korea and mainland China, and over 3,000 staff

Manufacturing/retail

► a US venture capital group regarding Hong Kong and mainland Chinese issues for the acquisition of a multinational sports

merchandise manufacturer and distributor

► a global luxury brand with respect to its restructuring of its Thai joint venture operations

► an investment group on its investment in the mainland Chinese franchise operations of a French luxury food retailer

► a multinational luxury brand retailer on its acquisition/buy-back of its retail and distribution business in mainland China

from its Hong Kong owner

► a French group on its acquisition of manufacturing assets and operations across Asia

► a global Italian originated ceramics manufacturer on the acquisition of interests in mainland Chinese operations

Telecommunications/technology/media

► a global telecommunications group on its acquisition of a Hong Kong company with ownership of African

telecommunications operations

► a listed Hong Kong and mainland Chinese telecommunications operator on its formal offer and sale and purchase

agreement for a French telecommunications company

► a Japanese media giant on their establishment of a film joint venture with a Hong Kong media company and its listed

parent

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► a global software company on its acquisition of a Hong Kong company with a mainland Chinese set top box business

► a Hong Kong listed company on its acquisition of a European gaming technology and software services company and the

establishment of a Hong Kong joint venture with a European gaming partner

Health/life sciences

► one of the world’s largest pharmaceutical companies on its co-investment in a mainland Chinese biosciences business

► a US food additives manufacturer on its acquisition of a group of companies (including Hong Kong, mainland Chinese and

Indonesian companies) engaging in the business of pigments production and sale

► a MNC on its acquisition of am international distributor of specialty chemicals and ingredients for human heath and well-

being markets

► an international life sciences company on its disposal of a mass spectrometry business

Energy

► a global gas producer and distributor on the sale of electronic special gases and gas manufacturing and distribution

business and assets in mainland China

► a European alternative energy investor, producer and developer on disposals of interests, and creation of joint ventures for

several projects in mainland China

► a number of MNCs on their establishments and acquisitions of renewable energy projects (including wind power and

biomass) in mainland China

► an Australian company on its joint venture with a mainland Chinese organisation to commercialise underground coal

gasification to gas-to-liquids in mainland China

► a Hong Kong energy company on establishing wind farm projects in Inner Mongolia

Mining

► a mainland China based vendor on its sale of majority interests in a Hong Kong group with major Australian iron ore

mining interests to a mainland Chinese State Owned Enterprise and related financing, security and commercial

arrangement

► an ASX listed mining company regarding joint venture and product off-take and concession agreements arrangements in

Africa

► a LSE listed oil and mining company on a joint venture and mining investments in Armenia and locations in Asia

► a listed Australian listed mining company on the sale of offshore uranium mining operations and joint venture

arrangements

► a Hong Kong-listed supplier of mining equipment on its public takeover by a US company for in excess of USD 800 million

► a major Indonesian coal mining company in the sale of shares to a strategic partner and negotiation of the associated

shareholders’ agreements, coal sales and mining services arrangements

► a large steel manufacturer in mainland China on its joint venture in the mining industry

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Rong Fan

Legal Director

+852 2253 3020

r.fan@aglaw.com

Rong is a Legal Director in our Corporate Group who was born and educated in Shanghai. He is a native Mandarin and

Shanghainese speaker. Rong migrated from Shanghai to Australia in 1990 where he completed his tertiary education and

obtained his LL.B and Graduate Diploma in Arts (Interpreting and Translation) from Australian universities. Before relocating

from Australia to the greater China region, Rong also worked in the corporate advisory department of a leading Australian law

firm and an international law firm in Melbourne Australia where he advised on mergers and acquisitions, initial public offerings,

rights issues and product disclosure statements.

Earlier, he spent seven years working in the Beijing, Shanghai and Hong Kong offices of King & Wood Mallesons. Rong was

a founding member of the Shanghai office of Mallesons Stephens Jacques (before its merger with King & Wood).

Rong has extensive experience in complex legal and business negotiations and drafting bilingual documentation and has

been involved in handling the following transactions:

Capital markets

► Leading Chinese EPC contractor: acting for Chinese Machinery Engineering Corporation ( CMEC) as the issuer’s Hong

Kong counsel on its USD 500 million IPO on the Hong Kong Stock Exchange ( HKSE)

► Chinese coke supplier: acting as the sponsor’s Hong Kong counsel in regard to the proposed listing on the HKSE involving

drafting prospectus, conducting due diligence investigations in relation to the clients business including its sales,

purchases and supplies and providing regular advice to the client in respect of the issues arising during the listing process

► Hong Kong listed Chinese private company: assisting the company in dealing with regulatory compliance investigations

being conducted by the Securities and Futures Commission and HKSE

► Chinese mining company: advising Yunnan Tin Company on the joint venture with an Australian mining company, as well

as advising on the subsequent issuance of the prospectus, and related matters, and preparation for IPO in Australia

► Australian property securities fund: conducting due diligence for the AUD15 million rights issues by Macathurcook Property

Securities Fund on the ASX

► AIM and ASX dual-listed company: assisted an AIM and ASX dual-listed company to conduct rights issue in Australia

M&A and general corporate

► E-commerce: advising a UK household name on the launch of a digital shop on Alibaba's Tmall Global e-marketplace, the

largest business-to-consumer retail platform in Asia

► Italian medical equipment company: advising a PRC-based private equity firm on the acquisition of an Italian orthopaedic

equipment manufacturer by a Beijing-based medical equipment company

► Chinese printing cartridge company: advising the Dutch buyers of a Chinese printing cartridge company

► Chinese SOE: advising a leading Chinese SOE in relation to the leasing of a printing machine (cost AUD110 million) to a

leading publisher in Australia

► Australian bank: providing legal advice on the setting up NAB's Shanghai branch

► Australian bank's Chinese JV: preparing due diligence investigation materials for a property financing project in Dalian

► Australian company: advising on the purchase of sporting equipment from China

► Australian private college: advising on the proposed Victorian Certificate of Education program in China

► Australian private fund: preparing Information Memorandum to seek expressions of interest from wholesale investors

regarding their participation in a vehicle established to acquire a significant parcel of Southern Bluefin Tuna Statutory

Fishing Rights that involves preparing a Statutory Rights Leasing Agreement and Fund Management Agreement

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► Chinese investor: advising on the acquisition of 10% equity in an Australian company

► Malaysian company: advising on the acquisition of an Australian company in Australia

► Japanese company: advising on the supply of testing equipment to a company in Taiwan that involves preparing sales and

agency documentation and providing legal advices in respect of contractual issues

Mining and resources / outbound work

► American investors: conducting due diligence investigations for the purposes of acquiring a number of gold, nickel and iron

ore mines in China that involve site investigation and inspection of the mines, discussions with mine management,

negotiations with Chinese mine owners and regulators and preparing due diligence report and transaction documentation

► Chinalco: involved in the acquisition of a 12% stake in Rio Tinto plc in Feb 2008; and the proposed joint venture and

strategic partnership with Rio Tinto to deliver US$19.5 billion in cash to Rio Tinto in February 2009

► Leading Chinese steel mill: conducting due diligence investigations on behalf of Sinosteel for acquisition of a 60% stake in

the Curnamona Province project owned by PepinNini Minerals Limited

► International mine operator: providing regulatory advice in respect of suspension of its business license in China

► Queensland government agency: advising on the supply of mining testing technologies to a company in China that

involves preparing sales agreements and negotiating with the Chinese purchaser on behalf of the Queensland government

Regulatory / compliance

► Australian construction company: conducting due diligence for the setting up Foreign-invested Construction Enterprises for

Evans & Peck that involved discussions and negotiations with various provincial regulators regulating the construction

industry and other relevant authorities, devising investment strategies and structures for E&P’s investment in China

► Australian pastry maker: advising on obtaining a food processing licence and operation licence in Shanghai

► International leading contractor: advising for PermaSteelisa in regard to subcontracting of construction work in PRC

► Australian mining company: advising Iluka Resources Ltd on importation of radioactive materials into China

Pharmaceutical industry

► Major Chinese pharmaceutical company: advising on synthesising drugs for Neuroscience of Victoria and Howard Florey

Institute in Australia

► Chinese pharmaceutical company: advising on the proposed joint venture with an ASX and NASDAQ dual listed biotech

company in Australia for the purpose of conducting clinical trials in China for drugs in relation to age-related

neurodegenerative diseases

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Cliff Lui

Associate

+852 2253 3021

c.lui@aglaw.com

Cliff specialises in mergers and acquisitions and capital markets work (as counsel to issuers and underwriters). In addition to

his transactional practice, Cliff has advised on corporate governance and regulatory matters, including advising companies on

compliance matters with the Hong Kong Listing Rules, Takeovers Code, and the Securities and Futures Ordinance. Cliff is

fluent in English, Cantonese and Putonghua/Mandarin, and is admitted to practise in Hong Kong.

M&A and general corporate

► advising a US wine access system company on marketing and distribution arrangements in Hong Kong

► advising a UK-based marketing company on an agreement for the distribution of branded beverages in Asia

► advising a PRC-based private equity firm on the acquisition of an Italian orthopaedic equipment manufacturer by a Beijing-

based medical equipment company

► advising the Dutch buyers of a Chinese printing cartridge company

► assisting a Luxembourg fund to set up a co-funding structure in Hong Kong

Capital markets

Before joining Addleshaw Goddard, Cliff has been involved in the following significant transactions in Hong Kong:

► representing Haitong International in its HK$1.17 billion rights issue

► representing J.P. Morgan as sole sponsor and depositary bank in Coach, Inc.’s listing of depositary receipts on the Hong

Kong Stock Exchange by way of introduction

► representing J.P. Morgan as the depositary bank in SBI Holdings’ global offering and listing of depositary receipts on the

Hong Kong Stock Exchange

► representing J.P. Morgan as the sole sponsor and depositary in Vale S.A.’s listing of depositary receipts on the Hong Kong

Stock Exchange by way of introduction – the first listing of depositary receipts in Hong Kong

► representing Credit Suisse, Morgan Stanley and RBS in Kosmopolito Hotels International Limited’s US$153 million Hong

Kong IPO and global offering

© 2015 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged.

This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. Itdoes not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to anyfacts and circumstances.

Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability partnership registered in England & Wales and authorised and regulated bythe Solicitors Regulation Authority) and its affiliated undertakings. Addleshaw Goddard operates in the Dubai International Financial Centre through Addleshaw Goddard (Middle East)LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard(Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong through Addleshaw Goddard (Hong Kong)LLP (a limited liability partnership registered in England & Wales and registered and regulated as a foreign law firm by the Law Society of Hong Kong) in association with Francis & Co. InTokyo, legal services are offered through Addleshaw Goddard's formal alliance with Hashidate Law Office. A list of members/principals for each firm will be provided upon request.

The term partner refers to any individual who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing and qualifications.

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